As filed with the Securities and Exchange Commission on August 22, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CSB FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1336338
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Address of principal executive offices, including zip code)
CSB FINANCIAL GROUP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
K. GARY REYNOLDS
PRESIDENT
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Name and address of agent for service)
(618) 532-1918
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (1) (1)
Common Stock, par value $.01 per share 103,500 $9.25 $957,375 $330.13
(1) ESTIMATED ON THE BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED
PRICE AS QUOTED ON THE NASDAQ "SMALL-CAP" MARKET ON AUGUST 15, 1996,
PURSUANT TO RULE 457(H).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by CSB Financial Group,
Inc. (the "Registrant"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1995 and March 31, 1996 and June 30, 1996,
respectively;
(c) The Registrant's Current Reports on Form 8-K dated January 24, 1996
and April 17, 1996; and
(d) The description of the Registrant's Common Stock, par value $.01 per
share, contained in the Registrant's Registration Statement on Form
SB-2, filed with the Commission on March 1, 1995, as amended by
Amendment No. 1 on Form SB-2, filed with the Commission on June 29,
1995 and Amendment No. 2 on Form SB-2, filed with the Commission on
August 4, 1995.
All documents subsequently filed by the Registrant and/or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorney's fees), judgments,
fines and amount paid in settlement actually and reasonably incurred by him or
her in the defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being
or having been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a director,
officer, employee or agent of another enterprise. The statute provides that
this indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
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The Certificate of Incorporation and Bylaws of the Registrant provide,
subject to certain procedures and limitations stated therein, that the
Registrant shall indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in the defense of any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his or her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and serving or
having served at the request of the Registrant as a director, officer, employee
or agent of another enterprise. The indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any statute,
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Registrant maintains an insurance policy under which its officers and
directors, and the officers and directors of its subsidiary Centralia Savings
Bank, are insured, within the limits and subject to the limitations of the
policy, against certain losses arising from any claim or claims made against
them in their respective capacities of directors or officers. The policy also
provides for reimbursement to the Registrant for any indemnification of such
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement on page
7 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; provided, however, that any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Centralia, State of Illinois, on
August 8, 1996.
CSB FINANCIAL GROUP, INC.
(Registrant)
By:/s/ K. Gary Reynolds
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K. Gary Reynolds
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
K. Gary Reynolds, the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ K. Gary Reynolds President, Chief Executive August 8, 1996
- ---------------------- Officer and Director
K. Gary Reynolds (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Wesley N. Breeze
- ----------------------- Director August 19, 1996
Wesley N. Breeze
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/s/ A. John Byrne Director August 8, 1996
- ------------------------
A. John Byrne
/s/ Michael Donnewald Director August 8, 1996
- ------------------------
Michael Donnewald
/s/ Larry M. Irvin
- ------------------------ Director August 19, 1996
Larry M. Irvin
/s/ W. Harold Monken Director August 8, 1996
- ------------------------
W. Harold Monken
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
4 CSB Financial Group, Inc. 1995 Stock Option
and Incentive Plan.
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Larsson Woodyard & Henson LLP.
23.2 Consent of Schiff Hardin & Waite (contained in
their opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature
pages hereto).